Scared
by 01shane01
Summary: Prequel to Change


**You guys requested the Rachel/Santana encounter. Well here it is. **

**The prequel of 'Change'**

**Review**

**-o-**

"Oh, forgive me. I didn't realise you were in here Santana." Rachel apologised. She had gone in to the cheerios locker room to put some Glee sign up sheets there and she thought that it would be empty at this time. The singer took a moment after Glee club had finished to put some of the said sign up sheets up without having to worry about getting slushied. "Are you okay?" she asked, noticing the tears on the Latinas cheeks.

She was sat on one of the benches in the middle of the locker room. The Latina had yet to put her clothes back on after her shower and was sat in just a towel wrapped around her body. Rachel would be lying id she said that the sight of the powerful girl sat crying in pieces didn't turn her on in some way. That, added to the sight of Santana with beads of water still dripping from her body and her hair, made the brunettes cock stir within its confinements.

"I'm fine, leave me alone." The tanned girl spat. Sobs shook her body but she was helpless to stop them.

"No you're not." Rachel sighed, placing her small stack of papers back into her bag and then placed her bag on the floor. She moved to sit behind the cheerleader, straddling the bench.

"What do you think you're doing Berry?" her voice was barely above a whisper. She didn't want to accept any of Rachel's help but at the same time, she didn't want to reject it. Small but strong arms snaked their way around Santana's torso as the singer pressed her body into the girls back. "Get off of me." She made a pathetic, half hearted attempt at shrugging the brunette off of her but Rachel just wouldn't let her. Eventually Santana calmed down and relaxed into the embrace.

"Excuse me if I am out of order asking this Santana, but what happened that has made you upset like this?" the diva asked timidly, resting her chin on the cheerleaders shoulder.

"I had a fight with Brits." She said. For a while the Latina didn't say anything and the singer didn't push. They just sat quietly together until the cheerleader decided to elaborate. "She wants to talk about feelings."

"And you don't want to?"

"It's not that I don't want to. I just cant right now. She says it's better with feelings. The feelings are there, she just doesn't know about them." Santana was about to start sobbing again at the memory of her recent fight but she noticed something that she was pretty sure she shouldn't be noticing. "Stubbles, why is there a bulge pressing in to my back?"

Rachel froze. She wasn't hard but her penis had been twitching for attention since she laid eyes on the Latina. It never crossed her mind that she would be pressing her junk against the girl when she took this position on the bench. "Uhm, I don't know what you're talking about." The singer lied, moving away from the cheerleader.

"Berry, do you have a lady penis?" she turned around and moved closer to the girl, reaching out and cupping her between her legs. "Oh my gosh."

"Please Santana, I am begging you not to tell anyone. Please. I know we aren't exactly friends but I swear I will do anything just please." Rachel pleaded on the brink of tears. No one in the school knew about her condition other than the select few people who had to know.

"You could let me try it out. It feels pretty big." The Latina laughed as she groped the slowly hardening dick in her hand through the divas panties.

"W-what?" she stuttered, trying to remove herself from the cheerleaders grasp but failing completely.

"What? You're not a virgin are you?" Santana had forgotten about holding her towel closed the moment her hand reached for Rachel's crotch. This resulted in the Latinas perky breasts slowly coming in to view as the towel parted. The singer caught a glimpse and immediately looked at the row of lockers near to them. She was worried that the cheerleader would shout at her for looking at her naked form, rather than the ridicule she would get by getting hard from looking.

"I was saving myself. Oh!" Rachel moaned as Santana slipped her hand inside the girl's panties and wrapped it around her throbbing member.

"For who? Do you really think that Finnocence would want you when he finds out that you have a bigger dick than he does?" the Latina insulted, pushing the girl to lay on her back before she lifted the singers skirt up and attached her lips to the bulbous head of Rachel's now fully erect dick.

"Oh gosh Santana." The brunette muttered.

"Tell me who." She ordered, her hand pumping up and down the shaft in the absence of her mouth.

"I c-cant. You'll l-laugh because eeeven I k-know that I don't have a ch-chance with h-her." the singer choked out. It was overwhelming to her, having someone touch her penis. She rarely touched it herself, only on the rare occasion in the morning when it wouldn't go down in time for her to get ready for school.

"Tell me." Santana said firmly, reattaching her lips Rachel's cock head and sucking as if her life depended on it.

"Quinn!" the brunette cried out as she shot her load into the cheerleader's mouth.

Santana chocked on the come as she laughed, releasing the girls cock from her mouth. "Oh shit! Really Ru Paul? You're in to my girl Quinn? Are you some kind of sadist? She's cruel to you." She laughed.

"I know and I understand that it is ridiculous that I am attracted to her but I cannot help it. I don't want to like her but I do." Rachel mumbled as she started to tuck her dick back into her panties.

"Hey, what are you doing with that?" the Latina asked, grabbing Rachel's hand to stop her.

"I'm going home."

"No you don't Berry. I got you off now you have to get me off, so get that thing back out and make it stand to attention." She said bluntly, ripping the singer's sweater from her body.

"Do you really think I want to now that you laughed and me and humiliated me?" Rachel huffed but allowed the cheerleader to keep undressing her.

Santana just rolled her eyes before watching the diva stroke herself. "You will, not only because I told you to but because you won't ever get this opportunity again unless I am desperate. So you are going to make the most of it and quit wining like a pussy."

The brunette looked up at the naked cheerleader who was hovering above her. It was a beautiful sight and one that she hoped would stay in her memory for as long as possible. Her eyes landed on Santana's pussy and she couldn't help the moan that escaped her throat. The Latina smirked as she lowered herself, taking Rachel's cock out of her hand and guiding it into her pussy.

"You don't have to hold on for long Berry, I'm pretty wound up as it is." She admitted as she felt the girls cock stretch her deliciously. "Fuck."

"I don't think I can. You feel really nice." The singer moaned out as the cheerleader impaled herself over and over on her dick.

"Nice Berry?" Santana panted, leaning back on her hands so that she could get a better angle. Rachel was a little lost as to where she should put her hands so she just gripped the sides of the bench. "Use your words Berry. What feels really nice?" the Latina squeezed her inner muscles.

"P-pussy!" her cheeks immediately went deep red at the word. The diva wasn't a potty mouth but in this moment it seemed fitting and Santana _was _urging her to use such language.

"Tell me about my pussy Stubbles. How does it feel?" the cheerleader felt the tell tale signs of her orgasm approaching but she tried thinking of anything to put off her release; she was enjoying watching Rachel squirm too much.

"It's so hot and, and wet." The singer stumbled over her words as her balls started to twitch. "Oh gosh Santana I'm going to come." She warned before shooting her seed deep inside the cheerleader, revelling in the feeling of Santana's walls milking the last of her come out of her as she herself tumbled over her edge.

"N-not exactly as dirty as I was g-going for but its s-something." The exhausted girl chuckled. "Don't tell anyone but that was really good. Thank you."

As Santana got up, the brunette's penis fell out of her and flopped onto Rachel's stomach. The pair laughed at the patheticness of it after what it had just accomplished.

"And Berry?" she started after she had got her clothes back on and as she was on the way out of the door.

"Yes Santana?" Rachel asked. She was still led where the cheerleader had left her, having only just caught her breath.

"I wouldn't give up on that crush of yours. A little birdie told me that our HBIC is just a pussy." At the parting words, the singer at bolt upright in time to see the Latinas smirk.

Needless to say, over the next couple of weeks Rachel became Santana's booty call. The Latina liked that she had someone who was more than willing to satisfy her every whim in exchange for the smallest details about the private conversations she had with her best friend. The partnership ended when Santana finally decided to talk about feelings with Brittany.

Rachel would be lying if she didn't say that she was a little disappointed but she would get over it. If the diva was completely honest, she had been turned in to a little bit of a nympho at the hands, lips, pussy and ass of one Santana Lopez and she regretted nothing.

**I know its short. Sorry.**

**Im kinda toying with the idea of doing a werewolf/vampire faberry? Let me know your opinions on it guys. **

**Review.**


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